Duke-Cinergy merger closes

Constellation Energy to merge with FPL

Utilities poised to issue new debt-equity hybrid

NRG Energy to acquire Texas Genco for $5.8 billion

FERC approves Exelon-PSEG merger

4^th Circuit rules for Duke Energy over emissions

Warren Buffet to buy PacifiCorp

ALJ overturns SEC's approval of 2000 merger

Cinergy buys generating facility from Allegheny Energy

State rejects sale of Portland General to Texas Pacific

Texas Genco bought by private equity consortium

FERC adopts new rules in response to repeal of PUHCA

• Final rules 12.08.05

Energy Policy Act of 2005

• FERC webpage
• Statute
• Commentary

• Latham & Watkins
• Simpson Thacher

ALJ overturns SEC's 2000 approval of a utility merger

• AEP's acquisition of Central and South West Corporation was industry's largest-ever
• ALJ decision 5.03.05
• ALJ acted on remand from United States Court of Appeals:

• National Rural Electric Cooperative Association v SEC
  276 F.3d 609 (D.C. Cir. 2002)
• US Court of Appeals reversed SEC's approval of merger

Dedicated SEC webpage

American Electric Power Company

Consolidated Edison

Duke Energy

Exelon

$11 billion merger will create 2^nd largest US utility

• Structured with CEG as acquiror

• FPL shareholders will get CEG stock
• New company will be called Constellation Energy
• 15% premium for CEG shareholders
• CEG stock chart  FPL stock chart

• Pro forma ownership

• 60% FPL shareholders
• 40% CEG shareholders

• Management

• FPL CEO will be CEO
• CEG CEO will be Chairman
• 9 FPL directors : 6 CEG directors

Announced 12.19.05

Agreements

Advisors

NRG Energy to acquire Texas Genco for $5.8 billion

• $4 billion cash, $1.8 billion common and preferred stock
• Private Equity Merger Exit

Announced 10.02.05

Texas Genco was taken private in 2004 LBO

Had filed for IPO in June 2005

Agreements

Warren Buffet vehicle to buy West Coast utility

• Berkshire Hathaway's MidAmerican subsidiary is the buyer
• ScottishPower PLC is the seller
• $5.1 billion, cash; assumption of $4.3 billion of debt
• Deal summary

Combines utility franchises in Carolinas and Midwest

• $36 billion combined market cap
• Territory map
• Shareholder meetings scheduled for 3.10.06
• Deal closes 4.03.06

Deal terms

Advisors

Announced 5.09.05

Closed 4.03.06

Proxy solicitation

Agreements

Interim Communications

Employee Matters

Will create nation's largest utility

• Background of the Merger through 5.27.05
• FERC approves deal 6.30.05

• Deal held up by New Jersey regulators 

• Joint letter to NJ regulators 8.02.06
• Joint PSEG-Exelon statement 8.04.06
• Form 8-K 8.07.06

Deal terms

SEC_CODE_REF_0090001192884

Advisors

Announced 12.20.04

Agreements

Proxy Solicitation

Fairness opinions

Employment Matters

Interim Communications

SEC Orders

Two-step acquisition of Centerpoint subsidiary

• Subsidiary to first buy in 19% public minority interest

• Cash-out merger at $47 per share

• Acquisition vehicle to acquire Genco's coal, lignite
  and gas-fired generation plants
• Acquisition vehicle to later acquire Genco's South Texas Project nuclear facility

• Buyout group:

• Blackstone
• Hellman & Friedman
• KKR
• Texas Pacific Group
• Private Equity Club Deal

Announced 7.21.04

Minority buy-in closed 12.14.04

Information statement

Schedule 13E-3 filings

Agreements

Interim communications